Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly
period ended August 31, 2016

[ ]

Transition Report
pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition
period from to
__________

Commission
File Number: 333-148385

Lans
Holdings Inc.

(Exact
name of registrant as specified in its charter)

Nevada

47-4426774

(State
or other jurisdiction of incorporation or organization)

(IRS
Employer Identification No.)

801
Brickell, Miami, Florida 33133

(Address of principal
executive offices)

305-755-7451

(Registrant’s
telephone number)

(Former
name, former address and former fiscal year, if changed since last report)

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days

[
] Yes [X] No

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). [ ] Yes [X] No

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.

[
] Large accelerated filer

[
] Non-accelerated filer

[
] Accelerated filer

[X]
Smaller reporting company

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[
] Yes [X] No

State
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable
date: 44,807,673 common shares as of October 24, 2016.

Balance
Sheets as of August 31, 2016 and November 30, 2015 (unaudited);

F-2

Statements of Operations
for the three and nine months ended August 31, 2016 and August 31, 2015 (unaudited);

F-3

Statements of Cash
Flows for the nine months ended August 31, 2016 and August 31, 2015 (unaudited);

F-4

Notes to Financial
Statements.

These
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the interim period ended August 31, 2016 are not necessarily
indicative of the results that can be expected for the full year.

Lans
Holdings is in the business of providing secure payment and communication solutions. The Company’s aim is to make it easier
for sellers to start selling, and buyers to buy with confidence. The Company intends that its solutions will be used to enable
businesses to process payments more efficiently whether online or in a retail store front. The Company intends to offer white
label solutions for payment service providers to enable business to consumer and business to business payments through physical
POS, mobile devices, online and software integrations. The Company also intends to provide business processing outsourcing through
its Fractional I.T. Services, and complaint ready hosted solutions through its Infrastructure on Demand.

Lans
Holdings is focused to provide emerging payment "breakthrough" technology that motivates and rewards clients for adopting
more secure infrastructure to support their businesses.

Going
Concern

The
Company has incurred losses since inception and has negative working capital. These factors create substantial doubt about the
Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent
on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable
operations.

Management’s
plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations;
however, there can be no assurance the Company will be successful in these efforts.

NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis
of Presentation

These
financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United
States and are expressed in US dollars. The Company’s fiscal year end is November 30.

Interim
Financial Statements

The
accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles
generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited financial statements and notes thereto. In the opinion of
management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which
would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end
November 30, 2015 have been omitted.

The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates
and assumptions related to long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates
and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and
the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company
may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be affected.

Financial
Instruments

The
Company’s financial instruments consist of cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses,
amounts due to officers, notes payable and convertible debentures. The carrying amount of these financial instruments approximates
fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed
in these financial statements.

Cash
and Cash Equivalents

The
Company considers all highly liquid instruments with maturity of three months or less be cash equivalents.

Intangible
Assets

Software,
licenses and other rights have been capitalized in accordance with ASC 350-40 “Intangibles – Goodwill and Other –
Internal-Use Software.” Amortization is calculated on a straight line basis over its estimated useful life.

If
the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, an impairment is recognized
for the excess of the carrying value over the fair value of the asset.

Income
Taxes

The
Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities
are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and
are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance
against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

Any
deferred tax asset is considered immaterial and has been fully offset by a valuation allowance because at this time Company believes
that it is more likely than not that the future tax benefit will not be realized as the Company has no current operations.

Revenue
Recognition

The
Company derives revenue from subscriptions for software that provide secure payment solutions, from the provision of customized
development services and from the provision of secure on demand infrastructure.

The
Company recognizes revenue when persuasive evidence of an arrangement exists, products are fully delivered and services have been
provided, the sales price is fixed or determinable and collectability is reasonably assured.

All
of the Company’s revenues during the nine months ended August 31, 2016 resulted from four customers.

Stock-based
Compensation

The
Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Based Compensation”,
which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards
made to employees and directors, including stock options.

ASC
718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The
Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company’s
stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not
limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee
stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an
expense in the statement of operations over the requisite service period.

Options
granted to consultants are valued at the fair value of the equity instruments issued, or the fair value of the services received,
whichever is more reliably measureable.

Loss
Per Common Share

Basic
earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders (numerator) by the
weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential
common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted
method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to
be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect
is anti-dilutive. As of August 31, 2016, the Company had 5,116,421 (2015 – nil) dilutive potential shares outstanding.

Subsequent
Events

The
Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure consideration.

Recent
Accounting Pronouncements

The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements.

In
August 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-15, “Presentation of Financial
Statements - Going Concern”. The Update provides US GAAP guidance on management’s responsibility in evaluating whether
there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures.
For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial
doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are
issued. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods
and interim periods thereafter. The Company is currently evaluating the effects of ASU 2014-15 on its financial statements.

a)On November 24, 2014, the Company issued a $25,000
promissory note to a former director of the Company pursuant to the Agreement of Conveyance, Transfer and Assignment of Obligations
described in Note 6(k). The promissory note is unsecured, non-interest bearing and was due within six months of the date of issuance.
As of August 31, 2016, the note was not yet repaid. The Lender has agreed to extend the note period until financing is secured.
This note was reclassified from note payable to related party to notes payable during the year ended November 30, 2015 as the
lender is no longer a related party.

b)On March 26, 2015, the Company entered into a
$75,000 loan agreement with a third party. The loan is unsecured, bears interest at 7.5% per year and was due on March 31, 2016.
On September 30, 2015, the Company missed a required semi-annual payment of accrued interest, resulting in the interest rate increasing
to 15% per year going forward. At August 31, 2016, the Company had accrued interest of $13,192 related to this agreement. This
loan is currently in default and payable on demand.

c)On
August 7, 2015, the Company entered into a $50,000 loan agreement with a third party. The loan is unsecured, bears interest
at 8.5% per year and is due on August 7, 2016. On January 15, 2016, the Company missed a required semi-annual payment of
accrued interest, resulting in the interest rate increasing to 17% per year going forward. At August 31, 2016, the Company
had accrued interest of $7,475 related to this agreement. This loan is currently in default and payable on demand

d)On September 25, 2015, the Company entered into
a $14,700 loan agreement with a third party. The loan is unsecured, bears interest at 1.5% per month and is due on demand. At
August 31, 2016, the Company had accrued interest of $454 related to this agreement.

e)On October 5, 2015, the Company entered into
a $25,000 loan agreement with the President of the Company. The loan is unsecured, bears interest at 8% per year compounded and
payable monthly, and is due on demand. During October 2015, the Company repaid $20,000 of the loan’s principal. At August
31, 2016, the Company had accrued interest of $492 related to this agreement.

f)On October 15, 2015, the Company entered into
a $125,000 loan agreement with a third party. The loan is unsecured, bears interest at 7% per year and is due on October 31, 2016.
On April 15, 2016, the Company missed a required semi-annual payment of accrued interest, resulting in the interest rate increasing
to 14% per year going forward. At August 31, 2016, the Company had accrued interest of $11,003 related to this agreement.

g)On February 12, 2016, the Company entered into
a $32,258 loan agreement with a significant shareholder of the Company. The loan is unsecured, bears interest at 8% per year compounded
monthly, and is due on demand. At August 31, 2016, the Company had accrued interest of $1,564 related to this agreement.

h)On April 26, 2016, the Company entered into a
$6,000 loan agreement with the President of the Company. The loan is unsecured, bears interest at 8% per year compounded and payable
monthly. The loan is payable on the earliest of demand or from 50% of future revenue or from funding received in excess of $100,000.
During the three months ended August 31, 2016, the Company repaid $2,267 of the loan’s principal. At August 31, 2016, the
Company had accrued interest of $33 related to this agreement.

i)On
June 2, 2016, the Company received an advance of $2,000 from our President. The
balance was paid off in June 2016.

NOTE
4 – CONVERTIBLE DEBENTURES

a)On March 23, 2016, the Company issued a convertible
debenture for $6,000. Pursuant to the terms of the agreement, the note is unsecured, bears interest at 8% per year, and is due
one year from the date of issuance with the option of extending for an additional six months at the holder’s discretion.
At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a price of 50% of the ask
price at the date of conversion. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC
815-15 “Derivatives and Hedging”. The initial fair value of the derivative liability of $9,815 resulted in a full
discount to the note payable of $6,000 and the recognition of a loss on derivatives of $3,815. At August 31, 2016, the Company
had amortized $396 of the discount to this convertible debenture and had accrued interest of $212 related to this convertible
debenture.

b)On May 1, 2016, the Company issued a convertible
debenture to a related party to settle accounts payable of $15,990. Pursuant to the terms of the agreement, the note is unsecured,
bears interest at 8% per year, and is due one year from the date of issuance with the option of extending for an additional six
months at the holder’s discretion. At the maturity date, the unpaid amount of principal can be converted at the holder’s
option at a price of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting
and bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the derivative liability of
$23,757 resulted in a full discount to the note payable of $15,990 and the recognition of a loss on derivatives of $7,767. At
August 31, 2016, the Company had amortized $936 of the discount to this convertible debenture and had accrued interest of $428
related to this convertible debenture.

c)On June 15, 2016, the Company issued a convertible
debenture for $10,000. Pursuant to the terms of the agreement, the note is unsecured, bears interest at 8% per year, and is due
on December 31, 2016. At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a
price of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting and
bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the derivative liability of $14,129
resulted in a full discount to the note payable of $10,000 and the recognition of a loss on derivatives of $4,129. At August 31,
2016, the Company had amortized $608 of the discount to this convertible debenture and had accrued interest of $169 related to
this convertible debenture.

d)On June 30, 2016, the Company issued a convertible
debenture for $2,000. Pursuant to the terms of the agreement, the note is unsecured, bears interest at 8% per year, and is due
on December 31, 2016. At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a
price of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting and
bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the derivative liability of $2,782
resulted in a full discount to the note payable of $2,000 and the recognition of a loss on derivatives of $782. At August 31,
2016, the Company had amortized $279 of the discount to this convertible debenture and had accrued interest of $27 related to
this convertible debenture.

e)On July 12, 2016, the Company issued a convertible
debenture for $30,000. Pursuant to the terms of the agreement, the note is unsecured, bears interest at 8% per year, and is due
on December 31, 2016. At the maturity date, the unpaid amount of principal can be converted at the holder’s option at a
price of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting and
bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the derivative liability of $40,472
resulted in a full discount to the note payable of $30,000 and the recognition of a loss on derivatives of $10,472. At August
31, 2016, the Company had amortized $1,683 of the discount to this convertible debenture and had accrued interest of $329 related
to this convertible debenture.

f)On July 28, 2016, the Company issued a convertible
debenture for $4,000. Pursuant to the terms of the agreement, the note is unsecured, bears interest at 8% per year, and is due
six months from the date of issuance. At the maturity date, the unpaid amount of principal can be converted at the holder’s
option at a price of 50% of the ask price at the date of conversion. The embedded conversion option qualifies for derivative accounting
and bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the derivative liability of
$5,449 resulted in a full discount to the note payable of $4,000 and the recognition of a loss on derivatives of $1,449. At August
31, 2016, the Company had amortized $202 of the discount to this convertible debenture and had accrued interest of $30 related
to this convertible debenture.

Convertible
Debentures consist of the following as of August 31, 2016:

Noteholder (issue date)

August 31, 2016

March 23, 2016 debenture

$

6,000

May 1, 2016 debenture

15,990

June 15, 2016 debenture

10,000

June 30, 2016 debenture

2,000

July 12, 2016 debenture

30,000

July 28, 2016 debenture

4,000

67,990

Less: debt discount

(62,996

)

Total

$

4,994

NOTE
5 – DERIVATIVE LIABILITIES

The
embedded conversion options of the Company’s convertible debentures described in Note 4 contain conversion features that
are accounted for as derivative liabilities. The fair value of these liabilities will be re-measured at the end of every reporting
period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial
instruments.

The
Company uses Level 3 inputs for its valuation methodology for the derivative liabilities and embedded conversion option liabilities
as their fair values were determined by using the Black-Scholes option pricing model based on various assumptions. The model incorporates
the price of a share of the Company’s common stock (as quoted on NASDAQ), volatility, risk free rate, dividend rate and
estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value
measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement.
The following table shows the assumptions used in the calculations:

Expected Volatility

Risk-free Interest Rate

Expected Dividend Yield

Expected Life (in years)

At August 31, 2016

176% - 223%

0.36% - 0.68%

0

%

0.33-1.00

The
fair value of the derivative liabilities were $89,280 and $nil at August 31, 2016 and November 30, 2015, respectively:

a)During the nine months ended August 31, 2016,
the Company incurred consulting and other business-related fees of $36,000 (2015 - $13,500) to a company whose CEO is the President
of the Company.

b)During the nine months ended August 31, 2016,
the Company incurred consulting fees and other business related fees of $9,124 (2015 - $17,064) to a company controlled by the
Chief Technology Officer of the Company.

c)During the nine months ended August 31, 2016,
the Company incurred consulting and other business-related fees of $9,000 (2015 - $16,000) to the Chief Revenue Officer of the
Company.

d)During the nine months ended August 31, 2016,
the Company incurred advisory, consulting and other business-related fees of $67,700 (2015 - $nil) to an Advisory Board Member
of the Company who was appointed to Chief Strategy Officer of the Company by the board of directors of the Company on May 24,
2016.

e)As of August 31, 2016, the Company owed $200
(November 30, 2015 - $200) to the President of the Company, which is non-interest bearing, unsecured and due on demand.

f)As of August 31, 2016, the Company owed $30,500
(November 30, 2015 - $1,000) to a company whose CEO is the President of the Company. The amount is related to consulting fees
incurred during the period.

g)As of August 31, 2016, the Company owed $8,000
(November 30, 2015 - $18,850) to a company controlled by the Chief Technology Officer of the Company. The amount is related to
consulting fees incurred during the period. Of the amount owing at November 30, 2015, $15,000 was settled on April 12, 2016, by
issuing 66,667 shares of the Company’s common stock at $0.225 per share.

h)As of August 31, 2016, the Company owed $8,000
(November 30, 2015 - $17,665) to the Chief Revenue Officer of the Company. The amount is related to consulting fees incurred during
the period. Of the amount owing at November 30, 2015, $15,000 was settled on April 12, 2016, by issuing 39,683 shares of the Company’s
common stock at $0.378 per share.

i)As of August 31, 2016, the Company owed $22,938
(November 30, 2015 – $28,938) to the Chief Strategy Officer of the Company. The amount is related to advisory and consulting
fees incurred during the period. Of the amount owing at November 30, 2015, $30,000 was settled on April 12, 2016, by issuing 111,112
shares of the Company’s common stock at $0.27 per share.

j)As of August 31, 2016, the Company owed $49,125
(November 30, 2015 - $nil) to a company that is a significant shareholder of the Company. The amount is related to cost of revenue
incurred during the period.

k)On November 21, 2014, the Company entered into
an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations with directors of the Company. Pursuant
to the agreement, the Company transferred all assets and business operations associated with hexagon fishing nets to the directors
of the Company. In exchange, the directors of the Company agreed to cancel 24,438,333 shares in the Company and assume and cancel
all liabilities relating to the Company’s former business, including officer loans amounting to $100,814. A director of
the Company retained 361,667 shares of common stock in the Company. In consideration for the cancellation of amounts due to officer
and the return of the shares, the Company issued a $25,000 promissory note to the director of the Company. Refer to Note 3(a).
As a result of the forgiveness of the loans and cancellation of stock, the Company recognized $75,814 as a contribution to capital.

l)On November 21, 2014, the Company entered into
a License Agreement with the Chief Executive Officer of the Company (Note 9(g)). At November 30, 2014, the Company was indebted
to the Chief Executive Officer of the Company for $150,000 related to the License Agreement. The amount was due by February 19,
2015. As of August 31, 2016, the amount has not been paid by the Company.

NOTE
7 – CAPITAL STOCK

a)On April 12, 2016, certain shareholders returned
a net total of 24,438,333 shares of common stock pursuant to the Agreement of Conveyance, Transfer, and Assignment of Assets and
Assumption of Obligations referred to in Note 6(k).

b)On April 12, 2016, the Company issued 24,438,333
shares of common stock pursuant to the License Agreement with PayFlex Systems referred to in Note 9(g).

d)On April 12, 2016, the Company issued 66,667
shares of common stock, valued at $15,000, to the Chief Technology Officer of the Company pursuant to the consultancy agreement
referred to in Note 9(a).

e)On April 12, 2016, the Company issued 39,683
shares of common stock, valued at $15,000, to the former Chief Operations Officer of the Company pursuant to the consultancy agreement
referred to in Note 9(b).

f)On April 12, 2016, the Company issued 39,683
shares of common stock, valued at $15,000, to the Chief Revenue Officer of the Company pursuant to the consultancy agreement referred
to in Note 9(c).

g)On April 12, 2016, the Company issued an aggregate
228,214 shares of common stock, valued at $60,000, to Advisory Board Members of the Company pursuant to the advisory board agreements
referred to in Notes 9(d), 9(e) and 9(f).

h)On April 14, 2016, the Company’s board
of directors and a majority of the shareholders of the Company approved an amendment to the Articles of Incorporation to effectuate
a one for three reverse stock split of the outstanding shares of common stock of the Company. The reverse stock split became effective
on May 24, 2016. All share and per share data in these financial statements and footnotes have been retrospectively adjusted to
account for this reverse stock split.

NOTE
8 – STOCK - BASED COMPENSATION

On
May 23, 2016, the Company adopted an Equity Incentive Plan under which the Company can grant up to 8,333,333 common shares to
its officers, directors, employees and consultants.The
Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights,
restricted stock, stock units, performance shares and performance units.

On
May 24, 2016, the Company granted 4,000,000 stock options to the Chief Strategy Officer of the Company, each of which is exercisable
into one common share of the Company at a price of $0.04 per share until May 24, 2018. On the grant date the stock options were
deemed to have a fair value of $0.1476 per option, totaling $590,492. The stock options will vest as follows: 2,000,000 options
will vest on May 24, 2017 and 2,000,000 options will vest on May 24, 2018. As a result of these stock options vesting over a period
of two years, during the nine months ended August 31, 2016, the Company recognized $120,425 in stock-based compensation.

The
fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model with the weighted
average assumption for the nine month period ending August 31, 2016:

2016

Expected dividend yield

0

%

Risk-free interest rate

0.92

%

Expected volatility

303

%

Expected option life (in years)

2 .00

The
following table summarizes the continuity of the Company’s stock options:

Number of Options

Weighted Average Exercise Price

Weighted-Average Remaining Contractual Term (years)

Aggregate Intrinsic Value

$

$

Outstanding, November 30, 2015

–

–

–

–

Granted

4,000,000

0.04

Outstanding, August 31, 2016

4,000,000

0.04

1.73

327,200

Exercisable, August 31, 2016

—

—

—

—

NOTE
9 – COMMITMENTS

a)On June 25, 2015, the Company entered into a
consultancy agreement with a company controlled by the Chief Technology Officer of the Company. Pursuant to the agreement, the
Company will pay $1,000 a month for consulting services for a term of one year and issue 66,667 shares of the Company’s
common stock, valued at $15,000, on the date of the agreement. The shares were issued on April 12, 2016.

b)On August 17, 2015, the Company entered into
a consultancy agreement with the former Chief Operations Officer of the Company. Pursuant to the agreement, the Company was required
to pay $2,250 a month for consulting services for a term of one year and issue 39,683 shares of the Company’s common stock,
valued at $15,000, on the date of the agreement. On January 6, 2016, the Chief Operations Officer of the Company resigned and
was no longer considered a related party to the Company. On the same date, the consultancy agreement was terminated.

c)On August 17, 2015, the Company entered into
a consultancy agreement with the Chief Revenue Officer of the Company. Pursuant to the agreement, the Company will pay $1,000
a month for consulting services for a term of one year and issue 39,683 shares of the Company’s common stock, valued at
$15,000, on the date of the agreement. The shares were issued on April 12, 2016.

d)On August 17, 2015, the Company entered into
an advisory board agreement with two Advisory Board Members of the Company for terms of one year each. Pursuant to the agreement,
the Company will issue the Members 39,683 shares each of the Company’s common stock, valued at $15,000 for each member,
on the date of the agreement. The shares were issued on April 12, 2016.

e)On August 28, 2015, the Company entered into
an advisory board agreement with an Advisory Board Member of the Company for a term of one year. Pursuant to the agreement, the
Company will issue a total of 37,736 shares of the Company’s common stock, valued at $15,000, on the date of the agreement.
The shares were issued on April 12, 2016.

f)On September 17, 2015, the Company entered into
an advisory board agreement with an Advisory Board Member of the Company. Pursuant to an amendment to the agreement dated January
1, 2016, the Company will pay $8,000 a month for advisory services until September 17, 2016, and issue a total of 111,112 shares
of the Company’s common stock, valued at $30,000, on the date of the agreement. The shares were issued on April 12, 2016.
On May 24, 2016, the Company’s board of directors appointed this Advisory Board Member to become the Chief Strategy Officer
of the Company.

g)The Company entered into the agreement on April
12, 2016 with the Chief Executive Officer of the Company. Pursuant to the agreement, the Company is required to pay $150,000 in
cash for a license and issue a number of shares of the Company’s common stock necessary to give 55% of the total issued
and outstanding shares of the Company to PlayFlex Systems (“PayFlex”) or its nominees. In addition, the Company is
required to issue a number of shares of the Company’s common stock necessary to give 70% of the total issued and outstanding
shares of the Company to PayFlex or its nominees on the anniversary of the Licensing Agreement in which the Company’s audited
filed financial statements for gross annual revenues attributable to the business exceeds $5,000,000. The President of PayFlex
is the Company’s Chief Executive Officer. The Company is also required to raise $200,000 for its own working capital needs
within 90 days of closing the License Agreement. As of the date of these financial statements, the Company was not able to raise
the funding requirement for the agreement with PayFlex.

h)Pursuant to an Asset Acquisition Agreement, the
Company has agreed to use its best efforts to raise an additional $325,000 for its own working capital needs and to develop the
business surrounding the acquired assets. As of the date of these financial statements, the Company was not able to raise the
funding requirement for the Agreement.

NOTE
10 – SUBSEQUENT EVENTS

a)On
September 17, 2016, the Company amended the advisory board agreement with the Chief Strategy Officer of the Company referred
to in Note 9(f). Effective September 17, 2016, the agreement was extended for an additional six months, whereas the Company
will continue to pay $8,000 a month for advisory services.

b)On September 22, 2016, the Company’s the
Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up to 2,000,000
shares with a par value $0.001. The holders of Series B Preferred Stock will have the right to convert each share of Series B
Preferred Stock into 100 shares of common stock. The holders of Series B Preferred Stock also have the right to cast 10 votes
for each share of Series B Preferred Stock on all matters submitted to a vote of holders of the Company’s common stock and
Series A Preferred Stock.

c)On September 22, 2016, the Company entered into
a Software Purchase to the Agreement with Transaction Data USA Inc. (“TDUSA”) and Melcent Techology
SRL (“Melcent”). Pursuant to the agreement, the Company acquired a PSWITCH software application (the “Software”),
including the invention, source code, object code, components and tools. In exchange for the Software, the Company issued to each
of TDUSA and Melcent 375,000 shares of the Company’s newly created Series B Preferred Stock.

Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking
Statements

Certain
statements, other than purely historical information, including estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. We intend such
forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations
and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory
changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties
should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise. Further information concerning our business, including additional factors that could materially affect
our financial results, is included herein and in our other filings with the SEC.

Company
Overview

We
are in the business of providing secure payment and communication solutions. Our aim is to make it easier for sellers to sell,
and buyers to buy with confidence. Our solutions are intended to enable businesses to process payments more efficiently whether
online or in a retail store front. We intend to offer white label solutions for payment service providers to enable business to
consumer and business to business payments through physical POS, mobile devices, online and software integrations.

We
also provide business processing outsourcing through our Fractional I.T. services, and complaint ready hosted solutions through
our Infrastructure on Demand.

We
have only generated a small amount of revenue from our payment processor business and from our solutions outsourcing business.
In order to implement our business plan, we will need to raise additional capital. We estimate that we will need approximately
$375,000 in the next twelve months. These funds will be used to cover our debt obligations, overhead, consulting fees, marketing
expenses and IP development, along with our general working capital needs. If we are unable to raise money, we will not be able
to able to service our existing and prospective customers.

Results
of operations for the three and nine months ended August 31, 2016 and August 31, 2015

We
generated $129,070 in revenues during the three months ended August 31, 2016, as compared with no revenues for three months ended
August 31, 2015. We generated $212,832 in revenues during the nine months ended August 31, 2016, as compared with no revenues
for nine months ended August 31, 2015. All of our revenues in 2016 resulted from four customers. We expect that our client base
will expand and provide more revenues for the remainder of 2016 and into 2017, provided we receive adequate financing.

Our
cost of revenues was $79,860 resulting in gross profit of $49,210 for the three months ended August 31, 2016. Our cost of revenues
was $134,980 resulting in gross profit of $77,852 for the nine months ended August 31, 2016.

We
incurred operating expenses in the amount of $230,434 for the three months ended August 31, 2016, compared with operating expenses
of $160,306 for the three months ended August 31, 2015. Our operating expenses for the three months ended August 31, 2016 mainly
consisted of $110,717 in stock-based compensation, $54,860 in

development
costs and $40,500 in consulting fees. Our operating expenses for the three months ended August 31, 2015 consisted mainly of $108,251
in consulting fees, $19,200 in development fees and $11,345 in professional fees.

We
incurred operating expenses in the amount of $480,152 for the nine months ended August 31, 2016, compared with operating expenses
of $2,357,718 for the nine months ended August 31, 2015. Our operating expenses for the nine months ended August 31, 2016 mainly
consisted of $135,670 in development costs, $124,074 in consulting fees, $120,425 in stock-based compensation and $45,128 in professional
fees. Our operating expenses for the nine months ended August 31, 2015 consisted mainly of a $2,150,000 impairment of our license
agreement with TDUSA along with $113,901 in consulting fees.

We
anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to undertaking
development of our payment processor and IT businesses and the professional fees associating with being a reporting company under
the Securities Exchange Act of 1934.

We
incurred other expenses of $25,933 for the three months ended August 31, 2016, as compared with $1,965 for the three months ended
August 31, 2015. Our other expenses for the three months ended August 31, 2016 consisted of $11,998 in interest expense, $10,431
in the fair value of derivative liabilities and $3,504 in accretion of discounts on convertible debentures. Other expenses for
the same period ended 2015 was entirely of interest expense.

We
incurred other expenses of $55,878 for the nine months ended August 31, 2016, as compared with $2,920 for the nine months ended
August 31, 2015. Our other expenses for the nine months ended August 31, 2016 consisted of $29,594 in interest expense, $21,290
in the fair value of derivative liabilities and $4,994 in accretion of discounts on convertible debentures. Other expenses for
the same period ended 2015 was entirely of interest expense.

We
incurred a net loss in the amount of $207,157 for the three months ended August 31, 2016, as compared with a net loss in the amount
of $162,271 for the three months ended August 31, 2015. We incurred a net loss in the amount of $458,178 for the nine months ended
August 31, 2016, as compared with a net loss in the amount of $2,360,638 for the nine months ended August 31, 2015. Our losses
for each period are attributable to operating expenses together with a lack of significant revenues.

Liquidity
and Capital Resources

As
of August 31, 2016, we had $55,071 in current assets consisting of cash, accounts receivable and prepaid expenses. Our total
current liabilities as of August 31, 2016 were $871,191. As a result, we have a working capital deficit of $816,120 as of
August 31, 2016.

Operating
activities used $103,077 in cash for the nine months ended August 31, 2016, as compared with $62,510 used for the nine months
ended August 31, 2015. Our negative operating cash flow in 2016 was mainly the result of our net loss of $458,178, offset by changes
in accounts payable and accrued expenses of $164,783, stock-based compensation of $120,425 and accounts payable and accrued expenses
– related parties of $73,298. We primarily relied on cash from loans to fund our operations during the nine months ended
August 31, 2016.

Investing
activities used $0 in cash for the nine months ended August 31, 2016, as compared with $50,000 used for the nine months ended
$50,000, related to the purchase of intangible assets.

Financing activities provided $87,991 in cash
for the nine months ended August 31, 2016, as compared with $128,887 for the nine months ended August 31, 2015. Our positive financing
cash flow in 2016 was a result of proceeds from convertible debentures and proceeds from related party notes, offset by payments
on related party notes.

On June 2, 2016, we received an advance of
$2,000 from our President. The balance was paid off in June 2016.

On
June 15, 2016, we issued a convertible debenture for $10,000. Pursuant to the terms of the agreement, the note is unsecured, bears
interest at 8% per year, and is due on December 31, 2016. At the maturity date, the unpaid amount of principal can be converted
at the holder’s option at a price of 50% of the ask price at the date of conversion.

On
June 30, 2016, we issued a convertible debenture for $2,000. Pursuant to the terms of the agreement, the note is unsecured, bears
interest at 8% per year, and is due on December 31, 2016. At the maturity date, the unpaid amount

of
principal can be converted at the holder’s option at a price of 50% of the ask price at the date of conversion.

On
July 12, 2016, we issued a convertible debenture for $30,000. Pursuant to the terms of the agreement, the note is unsecured, bears
interest at 8% per year, and is due on December 31, 2016. At the maturity date, the unpaid amount of principal can be converted
at the holder’s option at a price of 50% of the ask price at the date of conversion.

On
July 28, 2016, we issued a convertible debenture for $4,000. Pursuant to the terms of the agreement, the note is unsecured, bears
interest at 8% per year, and is due six months from the date of issuance. At the maturity date, the unpaid amount of principal
can be converted at the holder’s option at a price of 50% of the ask price at the date of conversion.

We
received some small loans in the first nine months of 2016, but we will need approximately $375,000 in financing to implement
our business plan. Thus, the success of our business plan beyond the next 12 months is contingent upon us obtaining additional
financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our
capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the
sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will
be available to us on acceptable terms, or at all.

Off
Balance Sheet Arrangements

As
of August 31, 2016, there were no off balance sheet arrangements.

Going
Concern

We
have negative working capital and have not yet received significant revenues from sales of our products and services. These factors
have caused our accountants to express substantial doubt about our ability to continue as a going concern. The financial statements
do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Our
ability to continue as a going concern is dependent on our generating cash from the sale of our common stock and/or obtaining
debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and
obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be
successful in these efforts.

Critical
Accounting Policies

In
December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management
Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or
complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Our accounting policies are discussed in the footnotes to our financial statements included in our annual report on Form 10-K
for the year ended November 30, 2015, however we consider our critical accounting policies to be those related to revenue recognition,
stock-based compensation and intangible assets.

Recently
Issued Accounting Pronouncements

In
August 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-15, “Presentation of Financial
Statements - Going Concern”. The Update provides US GAAP guidance on management’s responsibility in evaluating whether
there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures.
For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial
doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are
issued. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods
and interim periods thereafter. The Company is currently evaluating the effects of ASU 2014-15 on its financial statements.

A
smaller reporting company is not required to provide the information required by this Item.

Item
4. Controls and Procedures

Disclosure
Controls and Procedures

We
carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of August 31, 2016. This evaluation was carried out under the supervision
and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that, as of August 31, 2016, our disclosure controls and procedures
were not effective due to the presence of material weaknesses in internal control over financial reporting.

A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not
be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management
to conclude that, as of August 31, 2016, our disclosure controls and procedures were not effective: (i) inadequate segregation
of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting
with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation
Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our
Company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During
the period covered by this quarterly report on Form 10-Q, we have hired a CFO, which we believe provides better segregation of
duties and additional staff to monitor our disclosures, but we have otherwise been able to remediate the material weaknesses identified
above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending November 30, 2016:
(i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii)
adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely
dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful
in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes
in Internal Control over Financial Reporting

There
were no changes in our internal control over financial reporting during the three months ended August 31, 2016 that have materially
affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART
II – OTHER INFORMATION

Item
1. Legal Proceedings

We
are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers,
directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse
to us.

Item
1A. Risk Factors

See
risk factors included in the Company’s Annual Report on Form 10-K for 2015.

Item
2. Unregistered Sales of Equity Securities and Use of Proceeds

The
information set forth below relates to our issuances of securities without registration under the Securities Act of

1933
during the reporting period which were not previously included in a an Annual Report on Form 10-K, Quarterly Report on Form 10-Q
or Current Report on Form 8-K.

We
settled $15,000 owed to our Chief Technology Officer on April 12, 2016, by issuing 66,667 shares of our common stock at $0.225
per share.

We
settled $15,000 owed to our Chief Revenue Officer, by issuing 39,683 shares of our common stock at $0.378 per share.

We
settled $30,000 owed to our Chief Strategy Officer, by issuing 111,112 shares of our common stock at $0.27 per share.

On
April 12, 2016, we issued an aggregate 228,214 shares of common stock, valued at $60,000, to Advisory Board Members pursuant to
the advisory board agreements.

On
April 12, 2016, certain shareholders returned a net total of 24,438,333 shares of common stock pursuant to an Agreement of Conveyance,
Transfer, and Assignment of Assets and Assumption of Obligations. On the same day, we issued 24,438,333 shares of common stock
pursuant to the License Agreement with PayFlex Systems.

On
May 24, 2016, we granted 4,000,000 stock options to our Chief Strategy Officer, each of which is exercisable into one common share
of the Company at a price of $0.04 per share until May 24, 2018. The stock options will vest as follows: 2,000,000 options will
vest on May 24, 2017 and 2,000,000 options will vest on May 24, 2018.

On
September 22, 2016, we entered into a Software Purchase Agreement (the “Agreement”) with Transaction Data USA Inc.
(“TDUSA”) and Melcent Techology SRL (“Melcent”). Pursuant to the Agreement, we acquired a PSWITCH software
application, including the invention, source code, object code, components and tools (the “Software”). In exchange
for the Software, the Company issued to each of TDUSA and Melcent 375,000 shares of our newly created Series B Preferred Stock.

These
securities were issued pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933,
as amended, and/or Rule 506 of Regulation D promulgated thereunder. The Company believes that the investor had adequate information
about the Company as well as the opportunity to ask questions and receive responses from management.

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